Grupo Ferrovial's remuneration policy

Approval of the remuneration policy

In accordance with articles 8 and 34 of the Board of Directors Regulations, the Board is responsible for approving Company policy on remuneration matters, which shall, in all cases, respect the stipulations of the law in this respect, as well as the provisions of the Articles of Association and article 35 of the Regulations, which are mentioned later on.

Criteria of the current policy

The Company has defined a series of criteria that it considers comprise its policy on this matter and on which the remunerative formulas for the Board of Directors are based. These criteria are the following and are included in article 34 of the Board of Directors Regulations:

The remuneration of the External Directors shall be that necessary for suitably rewarding the dedication their position requires, but without reaching quantitative levels that may compromise the independence of the Director.

If variable formulas are established, they shall be designed in such a way as to guarantee their relationship with the professional performance of the beneficiaries and not depend simply on external factors such as the general evolution of the market or the activity sectors in which Ferrovial operates.

The remuneration formulas consisting of the delivery of shares or share options in the Company, instruments linked to the share price or systems linked to the performance of the Company, shall be limited to Executive Directors. This paragraph does not extend to the compulsory investment of remuneration in Company shares, which the Company currently has established in the terms described in detail later on.

Clauses in the Articles of Association and in the Regulations regarding remuneration of the Board of Directors

Article 25 of the Articles of Association regulates the remuneration of the directors:

"Members of the Board of Directors shall receive, for the performance of their functions, an overall amount equivalent to 3% of the consolidated results of the business year attributable to the company. The Board may refrain from applying the whole of the profit-sharing in the years it deems appropriate, in which case no rights shall accrue for the directors on the part that is not applied. In any case, this participation in the company profits may only become effective after the requirements established in section 130 of the Spanish Corporations Law have been complied with.

Within the limits of the foregoing paragraph, remuneration formulas consisting of the delivery of shares or option rights over them or which are linked to the share price may be established.

The Board of Directors shall be responsible for establishing the manner and amount in which the participation, as fixed, shall be distributed among its members in each business year, and this may be done in an individualized manner according to the participation of each Director in the tasks of the Board.

The income provided for in this article shall be compatible with and separate from the salaries, remunerations, indemnities, pensions, share options or compensations of any kind established on a general or exceptional basis for those members of the Board of Directors who perform executive duties, whatever the nature of their relationship with the company, whether labour - common or special in senior management - mercantile or through the provision of services, these relationships necessarily being compatible with the status of member of the Board of Directors.

The company may subscribe a third-party liability insurance policy for its Directors".

Besides the foregoing, it must be mentioned that article 31 of the Board of Directors Regulations specifies:

That in order to calculate the percentage that remuneration of the Board means in respect of the results for the year and verify that it falls within the maximum established limits, the qualifications that may possibly be recorded in the external auditor's report and whose impact on the operating statement for the corresponding year is considered significant shall, in any case, be considered.

And that the Board may establish objective criteria for determining remuneration and its total or partial use for the purchase of shares in the Company, which was done through resolution adopted on 26 February 2003, and was partially modified on 26 March 2004.

Process for establishing the remuneration of members of the Board of Directors (Board of Directors Regulations)

The Nomination and Remuneration Committee is responsible for proposing to the Board of Directors the system and amount of the annual remuneration of directors. In respect of the additional remuneration of Board members for reasons of their executive functions, its consideration by the Board must be preceded by the report issued by this same Committee.

The decision falls to the Board of Directors in both cases and, in respect of the points that are compulsory by law, it is also submitted for approval by the Shareholders' Meeting.